Welcome back to the Law School Toolbox podcast. This episode is the second part of a four-part series called "Legal Writing Makeover". Your Law School Toolbox hosts are Alison Monahan and Lee Burgess, that's me. We're here to demystify the law school and early legal career experience, so you'll be the best law student and lawyer you can be. We're the co-creators of the Law School Toolbox, the Bar Exam Toolbox, and the career-related website CareerDicta.
Alison also runs The Girl's Guide to Law School. If you enjoy the show, please leave a review or rating on your favorite listening app, and check out our sister podcast, the Bar Exam Toolbox podcast. If you have any questions, don't hesitate to reach out to us. You can reach us via the contact form on LawSchoolToolbox.com, and we'd love to hear from you. And with that, let's get started. Welcome back! This episode is the second part of a four-part series called "Legal Writing Makeover".
In this complete series, we will take a poorly written piece of legal writing and transform it into a legal writing A+, one section of IRAC at a time. Today we are focusing on the second part of IRAC - the rule statement. But before we jump into that, let's recap the situation. You are responding to a short-answer question on an exam that asks whether there is an enforceable contract against the buyer.
The facts indicate that the buyer and seller agreed via phone that the seller would sell the buyer a boat for $400,000. However, after this phone conversation, the buyer sent a letter to the seller stating, "I have run into some financial difficulty and will not be able to honor our agreement to buy your boat for $400,000." The seller now wishes to enforce the contract against the buyer.
Again, the prompt asks: "Is there an enforceable contract against the buyer for the sale of the boat?" Let's also recap the response to this question that could use a makeover.
"The issue is whether there is a contract for the sale of the boat. The formation of a contract requires a mutual assent, which involves both a valid offer and acceptance, consideration or a bargained-for exchange involved, and a lack of any defenses to the formation of said contract. The UCC Article 2 is the presiding contract law concerning any sale of moveable goods.
The UCC, likewise, has a statute of frauds provision, which requires that a contract concerning moveable goods of over $500 be written on paper in writing. Here, the buyer and seller had a conversation on May 1st, where they agreed to the sale of the boat for $400,000, and agreed that the seller would deliver the boat to the buyer's house on May 4th, which the buyer would then pay the purchase price. The agreement indicates a mutual assent and consideration, and has no defenses to formation.
However, because the boat is a movable good over $500, therefore the statute of frauds requires the contract to be in writing. The buyer signed a letter and mailed it to the seller, indicating he did not want to buy the boat. This letter satisfies the statute of frauds requirement that would be an enforceable contract against the buyer." Whew! Okay, let's move forward with our legal writing makeover.
In the last episode, we revised our issue statement to a statement that identifies the specific issue that we must determine to answer the question in the prompt. So instead of the statement, "The issue is whether there is a contract for the sale of the boat", we revised this issue statement as follows: "The issue is whether the buyer's letter to the seller is a sufficient writing to satisfy the statute of frauds and enforce the contract against the buyer."
With that, let's turn to the next section of our IRAC - the "R", or rule statement. This answer had a several sentence rule statement: "The formation of a contract requires a mutual assent, which involves both a valid offer and acceptance, consideration or a bargained-for exchange involved, and a lack of any defenses to the formation of said contract. The UCC Article 2 is the presiding contract law
concerning any sale of moveable goods. The UCC, likewise, has a statute of frauds provision, which requires that a contract concerning moveable goods of over $500 be written on paper in writing." The author is correct regarding the rules we must use to answer the major issue in this question. We need a rule regarding the elements of an enforceable contract, and a possible statute of frauds defense.
However, notice how the author sandwiched a rule regarding a preliminary mini-issue - what law governs this contract, between a rule statement regarding formation and a rule statement regarding the statute of frauds. This brings us to the second part of our first legal writing tip: Separate issues into individual mini-IRAC sections. This makes your answer simpler and easier for the reader to follow.
For contracts questions in particular, get in the habit of including a preliminary mini-IRAC regarding what law governs the contract. Here, that mini-IRAC might state: "A preliminary issue is what law governs this contract. The UCC governs all contracts for the sale of goods. Goods are things that are movable at the time of formation. Here, the boat is a good, because it is a movable thing, and therefore the UCC governs this contract."
After addressing this preliminary issue, insert the main issue statement
"The next issue is whether the buyer's letter to the seller is a sufficient writing to satisfy the statute of frauds and enforce the contract against the buyer." Now let's work on our rule statement to determine this issue. Again, here's our starting point: "The formation of a contract requires a mutual assent, which involves both a valid offer and acceptance, consideration or a bargained-for exchange involved, and a lack of any defenses to the
formation of said contract. The UCC, likewise, has a statute of frauds provision, which requires that a contract concerning moveable goods for over $500 be written on paper in writing." The author's first sentence is technically correct. However, it is difficult to follow because the author is trying to cover three rules in one sentence. This brings us to our next major legal writing tip: In general, make one point per sentence. If you start a new point, start a new sentence.
This may make your writing a bit choppy at first, but transition words will easily fix that problem in a brief or a memo. And for purposes of exams, it is easier for a grader to award points based on clear, choppy writing than writing that the grader can't follow. So, let's break down the three points or rules the author has jammed into this section.
The formation of an enforceable contract requires mutual assent, consideration, and no defenses to formation.
Mutual assent consists of an offer and acceptance.
Consideration is a bargained-for exchange. Notice how Rule 1 is our main formation, and Rules 2 and 3 define legal terms used in Rule 1. Notice also how separating these three points into three sentences makes the rules easier to follow. This brings us to our next legal writing tip: Only include rules that you must use to answer the question. So, let's apply that rule here. In particular, do we need a definition of mutual assent or a definition of consideration to answer this question?
Here's a lawyer answer: It depends. If you have time, you can certainly include them. However, if you are pressed for time, as you may be on a law school exam or the bar exam, you should cut short the sentences defining mutual assent and consideration, and jump straight into the rule that you must use to answer the major issue - the rule regarding the statute of frauds.
In that case, your rule statement might read: "The formation of an enforceable contract requires mutual assent, consideration, and no defenses to formation. The statute of frauds is a defense to formation.
Under the UCC statute of frauds, contracts for the sale of goods over $500 must be in writing that, [1] is sufficient to show that a contract was made; [2] identifies the subject matter of the contract; [3] includes all essential terms, meaning a quantity term for the UCC; and [4] is signed by the party against whom enforcement is sought. Notice that cutting the definitions of mutual assent and consideration may help you save space and time to expand on the rule that really matters.
In particular, we replaced the definition sentences with the specific writing requirements for the statute of frauds. We also added a sentence clarifying that the statute of frauds is a defense to formation. This helps the reader follow where the statute of frauds rule belongs in the context of your main formation rule. That wraps up Part 2 of our "Legal Writing Makeover" series - how to fix your rule statement.
We hope that this episode helps you understand how to write a detailed, but also efficient rule statement that will lead you and the grader directly into an on-point analysis. In Part 3 of our "Legal Writing Makeover", we will continue working through the answer given above, tackling what may be the trickiest and most important part of IRAC - the analysis. So, make sure to look out for Part 3 of our "Legal Writing Makeover" series - how to fix your analysis.
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Thanks for listening, and we'll talk soon!